UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
_____________________
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): August 26, 2008
Conolog Corporation
(Exact Name of Registrant as Specified in its Charter)
| Delaware | | 0-8174 | | 22-1847286 |
| (State or other Jurisdiction | | (Commission File Number) | | (I.R.S. Employer |
| of Incorporation) | | | | Identification No.) |
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| 5 Columbia Road, Somerville, New Jersey | | 08876 |
| (Address of Principal Executive Offices) | | (Zip Code) |
Registrant's telephone number, including area code:(908) 722-8081
n/a
(Former name or former address, if changed from last report)
_____________________
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| £ | | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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| £ | | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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| £ | | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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| £ | | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Item 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.
On August 26, 2008, Conolog Corporation (the “Company”) received a Nasdaq Staff Deficiency Letter stating that, as the bid price of the Company’s common stock has closed below the minimum $1.00 per share requirement for continued listing on the Nasdaq Capital Market set forth in Marketplace Rule 4310(c)(4), in accordance with Marketplace Rule 4310(c)(8)(D), the Company will be provided 180 calendar days, or until February 23, 2009, to regain compliance. If at any time before February 23, 2009, the bid price of the Company's common stock closes at $1.00 per share or more for a minimum of 10 consecutive business days, Nasdaq will provide written notification that the Company complies with the rule.
A copy of the press release announcing the receipt of the Nasdaq notice is attached hereto as Exhibit 99.1 and is incorporated herein by reference.
Item 8.01 Other Events
On September 8, 2008, the Company notified the holders of its outstanding convertible notes dated March 12, 2007, that the Company was reducing the conversion price of the convertible notes from $1.20 to .50, as permitted by the convertible notes.
Item 9.01 Financial Statements and Exhibits
| (c) | | Exhibits. | | |
| | | 99.1 | | Press Release dated August 29, 2008 |
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| CONOLOG CORPORATION |
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| By: | /s/ Robert S. Benou |
| | Robert S. Benou |
| | Chief Executive Officer |
Dated: September 8, 2008
